Form 8-K - 10/20/17

Washington, D.C. 20549



Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

        October 20, 2017       
Date of Report (Date of earliest event reported)


inTEST Corporation
(Exact Name of Registrant as Specified in its Charter)

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)


804 East Gate Drive, Suite 200, Mt. Laurel, New Jersey 08054
(Address of Principal Executive Offices, including zip code)


        (856) 505-8800        
(Registrant's Telephone Number, including area code)


(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]

Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)

Emerging growth company  [  ]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   [  ]





Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 20, 2017, Robert E. Matthiessen, Executive Chairman, President and Chief Executive Officer of inTEST Corporation (the "Company") informed the Company's Board of Directors (the "Board") that he will retire from his positions of President and Chief Executive Officer, effective December 31, 2017. Mr. Matthiessen will continue to serve as Chairman of the Board.

On October 23, 2017, the Company announced the appointment of James Pelrin, Executive Vice President and Chief Operating Officer, to succeed Mr. Matthiessen as President and Chief Executive Officer, effective January 1, 2018. Mr. Pelrin, age 65, has served as the Company's Chief Operating Officer since May 2017 and Executive Vice President since November 2015. Prior to that, Mr. Pelrin served as Vice President since August 2006 and as General Manager - Thermal Products Segment since November 2004. In addition, Mr. Pelrin has served as President of the Company's subsidiary, Temptronic Corporation, since December 2008. Prior to that, Mr. Pelrin served as the General Manager of Temptronic Corporation since joining the Company in October 2001. From July 1999 to June 2001, Mr. Pelrin served as Vice President and General Manager of Accusonic Technologies, Inc., a privately held company that designs and manufactures hydro-acoustic measurement systems. Mr. Pelrin has also served as a member of the Board since June 2017. Mr. Pelrin does not have any family relationships with any of the Company's directors or executive officers. There are no arrangements or understandings between Mr. Pelrin and any other persons pursuant to which he was selected as an officer. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The terms of Mr. Pelrin's compensation as President and Chief Executive Officer have not yet been finalized. The Company will file an amendment to this Form 8-K once such terms have been finalized.

The Company's press release announcing Mr. Matthiessen's retirement and Mr. Pelrin's appointment as President and Chief Executive Officer is attached as Exhibit 99.1 to this report.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.



Press release of inTEST Corporation, issued October 23, 2017.





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


By: /s/ Hugh T. Regan, Jr.
        Hugh T. Regan, Jr.
      Secretary, Treasurer and Chief Financial Officer

Date:   October 23, 2017

Exh 99.1-Form 8K-10/20/17


[inTEST News Release Letterhead]


inTEST Corporation Executive Chairman, President & CEO Robert Matthiessen
to Retire as President & CEO at End of 2017
James Pelrin, Executive VP & Chief Operating Officer, Named President & CEO

MOUNT LAUREL, NJ, October 23, 2017 - inTEST Corporation (NYSE MKT: INTT) is a designer and manufacturer of temperature management products and semiconductor automatic test equipment (ATE) interface solutions. inTEST Executive Chairman, President & CEO Robert E. Matthiessen has announced that he will retire from his positions as President & CEO at the end of 2017, after leading the organization for 20 years. Mr. Matthiessen will continue to serve as inTEST's Chairman of the Board. The Board of Directors has appointed James Pelrin as the Company's next President & CEO, effective January 1, 2018. Mr. Pelrin currently serves as Executive Vice President & Chief Operating Officer, and is a Director of the Company.

During Mr. Matthiessen's tenure, inTEST has:


Successfully acquired six companies and made technology investments which have led to new markets, as well as revenue and margin expansion;


Broadened customer diversification, thereby lessening its dependence on the highly cyclical semiconductor market, and increasing presence in growth markets; and


Positioned itself to successfully deliver profits and generate cash even during cyclical and seasonal ATE downturns.

For over 25 years, Mr. Matthiessen has lent his considerable skills and experience in leading inTEST. He has served as the Company's President and as a Director since 1997, Chief Executive Officer since August 1998, and Executive Chairman since May 2017. Prior to that, Mr. Matthiessen served as the Chief Operating Officer & Executive Vice President, having joined inTEST in 1984.

"Bob has expertly piloted the Company to significant growth and success during his tenure, leading a talented management team in the delivery of consistent returns to inTEST shareholders," said William Kraut, the Board's Lead Independent Director. "Under his leadership, inTEST has grown through strategic acquisitions, organic growth and a continued focus on new product innovation. We are very pleased to have Bob's continued guidance in his role as Chairman of the Board."

Mr. Kraut added, "I am equally confident in the leadership capabilities of James Pelrin, who brings considerable success as he assumes the role of President & CEO." Mr. Pelrin has served inTEST in various executive roles for the past 16 years, culminating in his appointment to Executive Vice President in November 2015, and Chief Operating Officer and Director in May 2017. He joined the Company in 2001 as General Manager of Temptronic Corporation, eventually being named President of that subsidiary. In 2006, he became Corporate Vice President of inTEST's thermal products segment. Mr. Kraut added, "Jim's excellent performance, along with his successful experience in running the Company's thermal products segment, positions inTEST to continue to deliver outstanding results to our shareholders. inTEST is in excellent hands."

Mr. Matthiessen noted, "It has been my distinct honor to lead inTEST alongside our dedicated employees around the world, and I am proud to continue serving the Company and its stakeholders as Chairman of the Board. Since the Company's inception 36 years ago, quality and innovation have been the hallmark of our endeavors. As Jim takes the helm, I am confident that inTEST will continue its growth trajectory as he and the team build on our strong foundation of success."

"It is an exceptional honor to be appointed as the next President & CEO of inTEST," said Mr. Pelrin. "I have been privileged to work with inTEST employees in the support of our customers, and I look forward to leading our dedicated team as we build upon our accomplishments. I am certain we are well positioned for future success in the years to come as we further grow and transform inTEST into a broad-based thermal solutions company, while continuing to supply our valued customers in the semiconductor test arena."

About inTEST Corporation
inTEST Corporation designs and manufactures engineered solutions for ATE and other electronic test, as well as industrial process applications. Our products are used by semiconductor manufacturers to perform development, qualifying and final testing of integrated circuits (ICs) and wafers, and for other electronic test across a range of industries including the automotive, defense/aerospace, energy, industrial and telecommunications markets. We also offer induction heating products for joining and forming metals in a variety of industrial markets, including automotive, aerospace, machinery, wire & fasteners, medical, semiconductor, food & beverage, and packaging. Specific products include temperature management systems, induction heating products, manipulator and docking hardware products, and customized interface solutions. We have established strong relationships with our customers globally, which we support through a network of local offices. For more information visit

Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements do not convey historical information, but relate to predicted or potential future events and financial results that are based upon management's current expectations. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. In addition to the factors mentioned in this press release, such risks and uncertainties include, but are not limited to, our ability to successfully integrate acquired operations into our existing businesses; changes in business conditions and the economy, generally; changes in the demand for semiconductors, generally; changes in the rates of, and timing of, capital expenditures by our customers; progress of product development programs; increases in raw material and fabrication costs associated with our products and other risk factors set forth from time to time in our SEC filings, including, but not limited to, our periodic reports on Form 10-K and Form 10-Q. inTEST undertakes no obligation to update the information in this press release to reflect events or circumstances after the date hereof or to reflect the occurrence of anticipated or unanticipated events.




Hugh T. Regan, Jr.

Laura Guerrant-Oiye, Principal

Treasurer and Chief Financial Officer

Guerrant Associates

inTEST Corporation

Tel: 856-505-8999

Tel: (808) 960-2642